Code of Conduct - BNY Mellon

Code of Conduct

DOING WHAT'S RIGHT

TABLE OF CONTENTS

DOING WHAT'S RIGHT // 2 HOW TO REPORT A CONCERN // 3 KEY PRINCIPLES OF OUR CODE // 4

Personal investment decisions // 25 Dealing with family and close personal friends // 26 Corporate opportunities // 27

WHAT YOU SHOULD KNOW ABOUT OUR CODE OF CONDUCT // 5-9 Our values // 5 Purpose of our Code // 6 Who must follow this Code? // 6 Waivers of the Code for executive officers // 6 What is expected of employees? // 7 Cooperating with Regulatory Agencies // 8 What is expected of managers // 8 Managing risk as a manager // 8 Responsibility to ask questions and report concerns // 8 What happens when a concern is reported? // 9 Zero tolerance for retaliation // 9 Cooperating with an investigation // 9 Direct Communication with Government and Regulatory Authorities // 10 Communication of Trade Secrets to Government and Regulatory Authorities // 10

RESPECTING OTHERS // 11-15 Mutual respect and professional treatment // 12 Harassment-free environment // 14 Safety and security // 15 Managers' responsibilities // 15

AVOIDING CONFLICTS // 17-25 Overview // 18 Gifts and entertainment // 19 Outside employment and business dealings // 22 Outside service as a Director, Trustee, Officer, Investment Committee Member, Partner or Business Owner of a for-profit business or a not-for-profit organization // 24 Ownership of an outside business // 25 Fiduciary appointments // 25

CONDUCTING BUSINESS // 29-33 Fair competition and anti-trust // 30 Anti-corruption and improper payments // 32 Combating financial crime and money laundering // 33

WORKING WITH GOVERNMENTS // 35-37 Your obligations // 36 Basic principles // 37

PROTECTING COMPANY ASSETS // 39-46 Financial integrity // 40 Additional standards for senior financial professionals // 41 Use of company assets // 41 Protecting client and employee records and observing our privacy principles // 42 Records management // 43 Use of computers, systems and corporate information // 44 Inside or proprietary information // 45

SUPPORTING OUR COMMUNITIES // 48-52 Political activities // 49 Investor and media relations // 50 Charitable contributions and corporate sponsorship // 51 Participating in trade associations, conferences and speaking engagements // 51

ADDITIONAL HELP // 52-53

The Code of Conduct does not alter the terms and conditions of your employment. Rather, it helps each of us to know what must be done to make sure we always Do What's Right. The most current version of the Code can be found on MySource. Throughout the Code, references to company policies apply only to global policies that cover all employees and do not include additional policies you must follow that are specific to your location or line of business. The Code is not intended to fully describe the requirements of referenced policies, which can be found in their entirety on MySource.

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DOING WHAT'S RIGHT

AT BNY MELLON, "DOING WHAT'S RIGHT" MEANS ? Contributing to an ethical culture is expected and valued, ? Conducting business in full compliance with all applicable laws and regulations,

and in accordance with the highest ethical standards, ? Fostering honest, fair and open communication, ? Demonstrating respect for our clients, communities and one another, ? Being accountable for your own and team actions, and ? Being willing to take a stand to correct or prevent any improper activity or

business mistake.

HOW TO DO WHAT'S RIGHT ? Put company values, policies and procedures into action, ? Know the laws and regulations affecting your job duties and follow them, ? Take responsibility for talking to someone if you see a problem, and ? Ask questions if you are unsure of the right thing to do.

WHEN YOU ARE UNCERTAIN, ASK YOURSELF THESE QUESTIONS ? Could the action affect the company's reputation? ? Would it look bad if reported in the media? ? Am I uncomfortable taking part in this action or knowing about it? ? Is there any question of illegality? ? Will the action be questionable with the passage of time?

If the answer to any of these questions is "yes," ask more questions. Keep asking until you get a satisfactory answer. Talk to your manager, the Compliance and Ethics Department, Legal or Human Resources, or call the Ethics Office before doing anything further. Don't stop asking until you get the help you need.

IT'S YOUR OBLIGATION TO DO WHAT'S RIGHT.

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HOW TO REPORT A CONCERN

Usually, the best place to start is by talking to your manager. If this makes you uncomfortable, then consider the options below.

Ethics Help Line

(Operated by members of the company's Ethics Office) ? United States and Canada: 1-888-635-5662 ? Europe: 00-800-710-63562 ? Brazil: 0800-891-3813 ? Australia: 0011-800-710-63562 ? Asia: appropriate international access code

+800-710-63562 (except Japan) ? Japan: appropriate international access code

+800-710-6356 ? All other locations: call collect to 412-236-7519 Please note that your phone call can be anonymous.

E-mail: ethics@ (To remain anonymous, please use the telephone help line for reporting your concern.)

Ethics Hot Line

(Operated by EthicsPoint, an independent hot line administrator) ? United States and Canada: 1- 866-294-4696 ? Outside the United States dial the AT&T Direct

Access Number for your country and carrier, then 866-294-4696

AT&T Direct Access Numbers by Country/Carrier

? United Kingdom: British Telecom 0-800-89-0011; C&W 0-500-89-0011; INTL 0-800-013-0011

? India: 000-117 ? Brazil: 0-800-890-0288 ? Ireland: 1-800-550-000; Universal International

Freephone 00-800-222-55288 ? Japan: Softbank Telecom 00 663-5111; KDDI 00

539-111 ? Australia: Telstra 1-800-881-011; Optus

1-800-551-155

? Hong Kong: Hong Kong Telephone 800-96-1111; New World Telephone 800-93-2266

? Singapore: Sing Tel 800-011-1111; StarHub 800-001-0001

Web Report: (hosted on EthicsPoint's secure servers and is not part of the company's web site or intranet).

Please note that all contacts to EthicsPoint can be anonymous.

Incident Reporting

If your concern involves potential criminal or unusual client activity, you must file an Incident Report within 72 hours. In the U.S., you can file an Incident Report using the icon on your PC desktop. In other locations, you should contact your compliance officer for assistance in following country-specific guidelines.

Director's Mailbox

If your concern involves questionable accounting or auditing matters, you may also report your concern to the Presiding Director of the Board (who is independent of management). You can contact the Presiding Director by sending an e-mail to non-management director@ or by postal mail addressed to:

BNY Mellon Corporation Church Street Station PO Box 2164 New York, New York 10008-2164 USA Attention: Non-Management Director

Please note the postal mail option can be anonymous.

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KEY PRINCIPLES OF OUR CODE

RESPECTING OTHERS

We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because it's the right thing to do.

AVOIDING CONFLICTS

We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.

CONDUCTING BUSINESS

We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.

WORKING WITH GOVERNMENTS

We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.

PROTECTING COMPANY ASSETS

We ensure all entries made in the company's books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.

SUPPORTING OUR COMMUNITIES

We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way that we interact with our communities and the public at large.

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At the foundation of our Code of Conduct are our Values--Passion for Excellence, Integrity, Strength in Diversity and Courage to Lead

Our values underscore our commitment to be a clientfocused, trusted financial institution driven by an empowered global team dedicated to outperforming in every market we serve.

WHAT YOU SHOULD KNOW ABOUT OUR CODE OF CONDUCT

OUR VALUES

Our values provide the framework for our decision-making and guide our business conduct. Incorporating these values into our actions helps us to do what is right and protect the reputation of the company. ? Passion for Excellence: We get it done. We strive to be extraordinary. ? Integrity: We do what is right, always. We challenge each other ? even when

it is uncomfortable. ? Strength in Diversity: We seek out who is missing and help everyone feel

included. We invest in each other's success. ? Courage to Lead: We take risks necessary to lead. We grow and move on

from failures.

WHAT OUR VALUES DO:

? Explain what we stand for and our shared culture ? Span geographies and lines of business ? Represent the promises made to our clients, communities, shareholders

and each other ? Are critical to our success

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PURPOSE OF OUR CODE

Today's global marketplace is filled with a host of new challenges and changes, but one constant guides us -- the mandate to meet the highest standards of legal and ethical integrity.

The Code of Conduct is the foundation of our commitment to Doing What's Right, but it is not intended to describe every law or policy that applies to you. Nor does it address every business situation you may face. You're expected to use common sense and good judgment, and seek advice when you're unsure of the proper response to a particular situation.

The Code provides the framework and sets the expectations for business conduct. It clarifies our responsibilities to each other, clients, suppliers, government officials, competitors and the communities we serve. It outlines important legal and ethical issues. Failing to meet these standards could expose our company to serious damage.

WHO MUST FOLLOW THIS CODE?

All employees worldwide who work for BNY Mellon or an entity that is more than 50 percent owned by the company must adhere to the standards in our Code. No employee is exempt from these requirements, regardless of the position you hold, the location of your job or the number of hours you work. If you oversee vendors, consultants or temporary workers, you must supervise their work to ensure their actions are consistent with the key principles in this Code.

WAIVERS OF THE CODE FOR EXECUTIVE OFFICERS

Waivers of the Code are not permitted for any executive officer of BNY Mellon, unless the waiver is made by the company's Board of Directors (or a committee of the Board) and disclosed promptly to shareholders.

Individuals who are deemed to be "executive officers" of BNY Mellon will be notified as appropriate.

Compliance with the letter and the spirit of our Code of Conduct, laws and regulations, policies and procedures is not optional.

It's how we do business: it's the embodiment of Doing What's Right.

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Q & A

Q: I work outside of the U.S. Do U.S. laws apply to me?

A: BNY Mellon does business all over the world, which means that you may be subject to laws of countries other than the one in which you live. You must follow those laws that apply to your business duties, wherever you work. BNY Mellon is the parent of our operating companies and is incorporated in the U.S., so U.S. laws may apply to certain business activities even if they are conducted outside of the U.S.

The reverse may also be true other countries may apply their laws outside of their boundaries. If you have questions about the laws that apply to your business activity, ask your manager or contact the Legal representative who supports your line of business.

WHAT IS EXPECTED OF EMPLOYEES?

You're responsible for contributing to our culture of Doing What's Right by knowing the rules that apply to your job. This includes company policies, procedures, laws and regulations governing the country and businesses in which you work. Some lines of business may have more restrictive policies and procedures, and certain countries may have laws that are unique to a location.

In these situations, you're expected to follow the more restrictive rules. You're expected to ask your manager if you have questions about performing your job. If you do not get an adequate response, it's your duty to keep asking until you get a satisfactory answer. You must question any request that does not comply with company policies, laws or regulations, or is inconsistent with our Code of Conduct.

No manager or leader in our company can ask you to violate a law or regulation, or to act in a manner inconsistent with our Code of Conduct. You should challenge any such request and alert appropriate individuals.

Identifying and managing risk is the responsibility of every employee. You're required to adhere to the established internal controls in your area of responsibility and promptly elevate all risk, compliance and regulatory concerns to your manager.

You're expected to comply with applicable laws and regulations and follow this Code, including the spirit of its intent. The penalty for violating any provision may be disciplinary action up to and including dismissal. If you violate a criminal law applicable to the company's business, the matter will be reported to the appropriate authorities.

You are required to use CODE RAP (Code Reports and Permissions) to report or obtain approval for certain activities that are noted throughout the Code of Conduct and various company policies (e.g., gifts, entertainment and certain outside employment or positions). CODE RAP is a web-based system which you can learn more about by visiting MySource, the company's intranet site. If you need assistance or do not have access to a PC, ask your manager for help.

You're obligated to comply fully with our Code of Conduct and may be required to certify your compliance with the Code. You will be notified of any required certifications.

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